CENTURIA CAPITAL GROUP — Capital/Financing Update 2020

Oct 21, 2020

Proposed issue of securities

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Announcement Summary

Entity name

CENTURIA CAPITAL GROUP

Announcement Type

New announcement

Date of this announcement

Thursday October 22, 2020

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

Maximum Number of ASX +security code +Security description +securities to be issued CNI FULLY PAID ORDINARY/UNITS STAPLED SECURITIES 35,800,000

Trading resumes on an ex-entitlement basis (ex date)

Friday October 23, 2020

+Record date

Monday October 26, 2020

Offer closing date for retail +security holders

Tuesday November 10, 2020

Issue date for retail +security holders

Tuesday November 17, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued CNI FULLY PAID ORDINARY/UNITS STAPLED SECURITIES 8,654,451 Proposed +issue date

Wednesday November 4, 2020

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Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CENTURIA CAPITAL GROUP

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ACN 095454336

1.3 ASX issuer code

CNI

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday October 22, 2020

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CNI : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

CNI : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined?

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Yes

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	15
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	35,800,000
whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 2.25000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 2.25000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

100% of entitlement

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Discretion of the board and underwriter

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 3D - Timetable

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3D.1a First day of trading halt

Thursday October 22, 2020

3D.1b Announcement date of accelerated offer

Thursday October 22, 2020

3D.2 Trading resumes on an ex-entitlement basis (ex date)

Friday October 23, 2020

3D.5 Date offer will be made to eligible institutional +security holders

Thursday October 22, 2020

3D.6 Application closing date for institutional +security holders

Thursday October 22, 2020

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

Friday October 23, 2020

3D.9 +Record date

Monday October 26, 2020

3D.10a Settlement date of new +securities issued under institutional entitlement offer

Tuesday November 3, 2020

3D.10b +Issue date for institutional +security holders

Wednesday November 4, 2020

3D.10c Normal trading of new +securities issued under institutional entitlement offer

Wednesday November 4, 2020

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Thursday October 29, 2020

3D.12 Offer closing date for retail +security holders

Tuesday November 10, 2020

3D.13 Last day to extend retail offer close date

Thursday November 5, 2020

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.

Friday November 13, 2020

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3D.19 +Issue date for retail +security holders

Tuesday November 17, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Moelis

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• 0.4% of the proceeds raised under the Entitlement Offer and Placement (excluding GST)

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Moelis

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100%

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

• 1.6% of the amount to be raised under the Entitlement Offer and Placement (excluding GST)

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated As disclosed in the investor presentation lodged with ASX on 22 October 2020

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

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3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

As disclosed in the investor presentation lodged with ASX on 22 October 2020

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

United States, Singapore, Norway, Switzerland, Hong Kong and Canada

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries

Offer will be made to eligible beneficiaries through nominees or custodians

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.centuriainvestor.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CNI : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Number of +securities proposed to be issued

8,654,451

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 2.25000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday November 4, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

8,654,451

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Moelis Australia Advisory Pty Ltd (ACN 142 008 446) (AFSL 345499) (Moelis) and Shaw and Partners

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

0.40% of the proceeds raised under the Entitlement Offer and the Placement (excluding GST)

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7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)? Moelis

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? 100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

1.6% of the amount to be raised under the Entitlement Offer and Placement (excluding GST).

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. As disclosed in the investor presentation lodged with ASX on 22 October 2020

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue No other material fees or costs.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

As per investor presentation lodged with ASX on 22 October 2020

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

None

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